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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported) May 24, 2024
NEVADA
CANYON GOLD CORP.
(Exact
Name of Registrant as Specified in its Charter)
Nevada |
|
000-55600 |
|
46-5152859 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
number) |
|
(IRS
Employer
Identification
No.) |
5655
Riggins Court, Suite 15, Reno, NV 89502
(Address
of principal executive offices) (zip code)
(888)
909-5548
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Purchase
agreements to acquire net smelter returns royalty.
On
May 24, 2024, Nevada Canyon Gold Corp. (“Nevada Canyon” or the “Company”), through its wholly owned
subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “Agreement”) with Walker River Resources,
LLC, a wholly owned subsidiary of Walker River Resources Corp. (“Walker River”) to acquire a two percent (2%) net
smelter returns royalty (“NSR”) on the Lapon Canyon Project (the “Project”). The purchase price for the NSR
is $300,000 to be paid at the closing of the Agreement. The Company previously acquired an additional one percent (1%) NSR from two
individual third party royalty holders on the Sleeper 36 claim group that is part of the Project.
A
copy of the Agreement dated May 24, 2024, is attached as Exhibit 10.1 hereto.
ITEM
7.01 REGULATION FD DISCLOSURE
On
May 28, 2024, the Company issued a news release announcing it entered into the Agreement as described in Item 1.01 of this Form 8-K.
A copy of the news release is attached as Exhibit 99.1 hereto, which is incorporated by reference solely for purposes of this Item 7.01
disclosure.
Exhibit
99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events
that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking
statements.
The
information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
NEVADA
CANYON GOLD CORP. |
|
|
|
By: |
/s/
Alan Day |
|
|
Alan
Day |
|
|
President
and Chief Executive Officer |
|
Date: May 29, 2024
Exhibit
10.1
Royalty
PURCHASE Agreement
(Lapon Canyon Royalty; Mineral County, Nevada)
This
Royalty Purchase Agreement (“Agreement”) is made and entered into May 24, 2024 (the “Effective Date”),
by and between Walker River Resources LLC, a Nevada limited liability company (“Seller”), and Nevada Canyon LLC, a
Nevada limited liability company (“Buyer”). Each of the Seller and Buyer are sometimes referred to individually as
a “Party” and collectively as the “Parties.”
Recitals
A. |
The
Seller is the owner of the ninety-six (96) unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups, collectively
known as the Lapon Canyon Property, situated in Mineral County, Nevada, which are more particularly described in Exhibits A-1 and
A-2 attached to and by this reference incorporated in this Agreement (the “Property”). |
|
|
B. |
The
Sleeper unpatented lode mining claims described in Exhibit A-1 (collectively, the “Sleeper Claims”) are subject
to a production royalty (the “Sleeper Royalty”) in the amount of one percent (1%) of the net smelter returns on
the claims, which was created under that certain Mining Lease with Option to Purchase dated March 1, 2013 (the “Sleeper
Lease”), concerning the Sleeper Claims. The royalty holder rights to the Sleeper Royalty are currently held by the James
A. Jorgensen and Karen L. Jorgensen Family Trust U/A dated September 29, 2011 (the “Jorgensen Family Trust”),
and Donna R. Hartmann (“Donna Hartman”; Donna Hartman and the Jorgensen Family Trust are collectively referred
to as the “Sleeper Royalty Holders”). |
|
|
C. |
Seller
currently holds a right of first refusal on the Sleeper Royalty in accordance with Section 8 of the Sleeper Lease (the “Walker
River ROFR”). |
|
|
D. |
Seller
has received written notice from the Sleeper Royalty Holders of their intention to sell all of their right, title, and interest in
and to the Sleeper Royalty to Buyer, thereby triggering the Walker River ROFR. |
|
|
E. |
The
Seller has agreed to sell to Buyer, and the Buyer has agreed to purchase from Seller, a production royalty (the “Royalty”)
in the amount of two percent (2%) of the net smelter returns on all minerals produced from the Property, subject to the terms and
conditions of this Agreement. |
|
|
F. |
As
additional consideration for the purchase and sale contemplated under this Agreement, Seller has also agreed to waive its right in
the Walker River ROFR and allow the sale and transfer of the Sleeper Royalty from the Sleeper Royalty Holders to Buyer. |
Now,
therefore, in consideration of their mutual covenants and promises, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:
Article
1
Defined
Terms; Interpretation
1.1
Definitions. In addition to other defined terms in this Agreement, the following terms shall have the meanings stated below when
used in this Agreement:
(a)
“Agreement” means this Agreement, including all amendments and modifications, and all schedules and exhibits (each
individually an “Exhibit” and collectively the “Exhibits”) attached to and by this reference incorporated
in this Agreement.
(b)
“Buyer” means Nevada Canyon LLC, a Nevada limited liability company, and its successors and assigns.
(c)
“Closing” means the delivery of documents and other items to be delivered by the parties, the exchange of consideration,
and the consummation of the transactions contemplated under this Agreement as described in Section 2.4.
(d)
“Closing Date” means the date on which the Closing shall occur.
(e)
“Encumbrance” means any security, interest, lien, charge, mortgage, indenture, pledge, option, lease, right of first
refusal, transfer restriction, net profits interest, royalty, other payment on mineral production, transfer of any ownership interest
to a third party by any Seller, or any other encumbrance, together with any agreement to grant any of the foregoing rights or interests.
(f)
“Purchase Price” shall have the meaning ascribed to that term in Section 2.2 of this Agreement.
(g)
“Property” means collectively the unpatented mining claims described in Exhibit A attached to and incorporated in
this Agreement, including all amendments and relocations of the unpatented mining claims.
(h)
“Royalty” means a mineral production royalty in the amount of two percent (2%) of the net smelter returns for all
gold and other minerals of any type produced from the Property, which shall be subject to and paid in accordance with the terms of the
Royalty Deed.
(i)
“Royalty Deed” shall have the meaning ascribed to that term in Section 2.4(a) of this Agreement.
(j)
“Seller” means Walker River Resources LLC, a Nevada limited liability company, and its successors and assigns.
(k)
“Sleeper Royalty” shall have the meaning ascribed to that term in Recital B of this Agreement.
(l)
“Sleeper Royalty Holders” shall have the meaning ascribed to that term in Recital B of this Agreement.
(m)
“Walker River ROFR” shall have the meaning ascribed to that term in Recital C of this Agreement.
1.2.
Currency. All sums referred to in this Agreement are in United States currency.
Article
2
Purchase
and Royalty Termination; Closing
2.1.
Assets to be Purchased and Terminated. Subject to all the terms and conditions of this Agreement and for the consideration described
in this Agreement, the Seller agrees to sell and grant to Buyer the Royalty, free and clear of all Encumbrances.
2.2.
Purchase Price. In consideration of (i) the purchase and sale contemplated in this Agreement, and (ii) Seller’s waiving
of its Walker River ROFR, the Buyer shall pay to the Seller a total purchase price of Three Hundred Thousand Dollars (US$300,000.00)
(the “Purchase Price”).
2.3.
Closing Date. Subject to the terms and conditions of this Agreement, the consummation of the sale and purchase as contemplated
by this Agreement shall take place on or before May 31, 2024 (the “Outside Date”), at such time and place as mutually
agreeable to the Parties, or on such other date as is mutually agreeable to the Parties. The date on which the Closing occurs is referred
as the “Closing Date.”
2.4.
Closing Deliverables. On the Closing, the Parties shall take the following actions:
|
(a) |
Seller
Deliverables. On Closing, the Seller shall execute and deliver to the Buyer the following: (i) a duly executed counterpart to
the Royalty Deed in the form attached to this Agreement as Exhibit B (the “Royalty Deed”); (ii) a duly executed
waiver of the Walker River ROFR in the form attached to this Agreement as Exhibit B (the “Sleeper Royalty ROFR Waiver”);
and (iii) such other documents, certificates and other instruments as would be usual in respect of the transaction contemplated by
this Agreement, or otherwise in the reasonable opinion of counsel, are reasonably necessary for the proper consummation of this transaction
to validly complete the sale and transfer to Buyer the Royalty. |
|
|
|
|
(b) |
Buyer
Deliverables. On Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in cash or immediately
available funds; and (ii) such other documents, certificates and other instruments as would be usual in respect of the transaction
contemplated by this Agreement, or otherwise in the reasonable opinion of counsel, are reasonably necessary for the proper consummation
of this transaction to validly complete the sale and transfer to Buyer the Royalty. |
2.5.
Effect of Closing. On Closing, the Buyer shall acquire and own the Royalty, free and clear of all Encumbrances, and Buyer shall
be freely able to complete the purchase and sale of the Sleeper Royalty from the Sleeper Royalty Holders.
Article
3
Representations,
Warranties and Covenants of Seller
Seller
represents, warrants and covenants to Buyer as stated below, and all such representations and warranties shall be true and correct as
of the Effective Date and the Closing Date, and shall survive the Closing.
3.1.
Authority. Seller has full power, legal right and authority to enter into this Agreement and the instruments which it is obligated
to execute and deliver in accordance with the terms of this Agreement and to do all such acts and things as are required to be done,
observed or performed by each Seller in accordance with this Agreement.
3.2.
Valid Authorization of this Agreement. Seller has taken all necessary action to authorize the execution, delivery and performance
of this Agreement and the instruments which he is obligated to execute and deliver in accordance with this Agreement and to observe and
perform the provisions of this Agreement and any such instrument to which it is a party in accordance with its terms.
3.3
Further Assurances. Seller shall execute and deliver all documents and instruments reasonably requested by Buyer to consummate
the transactions contemplated under this Agreement.
3.4.
Survival of Representations and Warranties. The representations, warranties and covenants contained in this Article 3 shall survive
the execution and delivery of this Agreement and the Closing as well as any assignment hereof.
Article
4
Representations,
Warranties and Covenants of Buyer
Buyer
represents, warrants and covenants to each Seller as stated below, and all such representations and warranties shall be true and correct
as of the Effective Date and the Closing Date, and shall survive the Closing.
4.1.
Authority. Buyer has full power, legal right and authority to enter into this Agreement and the instruments which it is obligated
to execute and deliver in accordance with the terms of this Agreement and to do all such acts and things as are required to be done,
observed or performed by Buyer in accordance with this Agreement.
4.2.
Valid Authorization of this Agreement. Buyer has taken all necessary action to authorize the execution, delivery and performance
of this Agreement and the instruments which it is obligated to execute and deliver in accordance with this Agreement and to observe and
perform the provisions of this Agreement and any such instrument to which it is a party in accordance with its terms.
4.3.
Further Assurances. Buyer shall execute and deliver all documents and instruments reasonably requested by Buyer to consummate
the transactions contemplated under this Agreement.
4.4.
Survival of Representations and Warranties. The representations, warranties and covenants contained in this Article 4 shall survive
the execution and delivery of this Agreement and the Closing as well as any assignment hereof.
Article
5
Termination;
Amendment; Waiver; Assignment
5.1.
Termination by Seller. If Buyer is unable to comply with its obligations under this Agreement on or before the Closing Date, it
shall do so as soon thereafter as it is able to do so; however, in no event shall the Closing occur more than ten (10) days after the
date described in Section 2.3. If Buyer does not perform its obligations under this Agreement, the Seller may terminate this Agreement
by delivering notice to Buyer of Seller’s intention to terminate this Agreement. The termination shall be effective five (5) days
after Seller’s delivery of notice of termination. On termination, the Seller shall have no obligation whatever to perform any obligations
under this Agreement or to terminate the Waterloo Royalty.
5.2.
Termination by Buyer. If Seller is unable to comply with its obligations under this Agreement on or before the Closing Date, it
shall do so as soon thereafter as it is able to do so, however, in no event shall the Closing occur more than ten (10) days after the
date described in Section 2.3. If Seller does not perform its obligations under this Agreement, Buyer may terminate this Agreement by
delivering notice to Seller of Buyer’s intention to terminate this Agreement. The termination shall be effective five (5) days
after Buyer’s delivery of notice of termination. On termination, Buyer shall have no obligation whatever to perform any obligations
under this Agreement or to purchase the Property.
5.3.
Amendment. This Agreement may not be amended except by an instrument signed by the Parties.
5.4.
Waiver. Any failure of a party to comply with any provision hereof may be waived by the Party entitled to the benefit thereof
only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with
such provision shall not operate as a waiver of or estoppel with respect to, any subsequent or other failure.
5.5.
Assignment. Buyer may assign this Agreement and its rights under it with Seller’s express written consent which consent
will not be unreasonably delayed or withheld. No such assignment shall release Buyer unless otherwise agreed by Seller in writing.
Article
6
Notices
6.1.
Notices. No notice, request, demand, instruction or other document to be given to any Party shall be effective for any purpose
unless personally delivered to the person at the appropriate address or e-mail address stated below (in which event such notice shall
be deemed effective only upon such delivery) delivered by air courier next-day delivery (e.g., Federal Express), or delivered by U.S.
mail, or transmitted by fax or e-mail or similar means of recorded electronic communication, or sent by registered or certified mail,
return receipt requested, as follows:
|
If
to Seller: |
Walker
River Resources LLC |
|
|
1130
West Pender Street, Suite 820 |
|
|
Vancouver,
B.C. V6E 4A4 |
|
|
Attn:
Michel David |
|
|
Email:
michel@wrrgold.com |
|
If
to Buyer: |
Nevada
Canyon LLC |
|
|
5655
Riggins Court, Suite 15 |
|
|
Reno,
NV 89502 |
|
|
Attn:
Alan Day |
|
|
Email:
day@mineralexploration.com |
Notices
delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall
be deemed to have been given on the third day following deposit of same in any United States Post Office in the state to which the notice
is addressed or on the fourth day following deposit in any such post office other than in the state to which the notice is addressed,
postage prepaid, addressed as stated above. The addresses and addresses, for the purpose of this Section, may be changed by giving written
notice of such change in the manner herein provided for giving notice. Unless and until such written notice of change is received, the
last address and addressee stated by written notice, or provided herein if no such written notice of change has been received, shall
be deemed to continue in effect for all purposes hereunder.
Article
7
Miscellaneous
7.1.
Binding Effect. This Agreement shall bind and inure to the benefit of the respective representatives, successors and assigns of
Buyer and Seller.
7.2.
Attorney’s Fees. In the event of any action or proceeding, including an arbitration, brought by either Party against the
other under this Agreement, the prevailing Party shall be entitled to recover all costs and expenses, including the actual fees of its
attorneys incurred for prosecution, defense, and appeal of such action or proceeding.
7.3.
Entire Agreement. This Agreement and Exhibits and other writings referred to in this Agreement or delivered pursuant hereto which
form a part hereof contain the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement
supersedes all prior agreements pertaining to the subject matter of this Agreement, including the Letter Agreement.
7.4.
Interpretation. The Parties acknowledge and agree that each has been given the opportunity to review this Agreement with legal
counsel independently and has the requisite experience and sophistication to understand, interpret and agree to the particular language
of its provisions. In the event of an ambiguity in or dispute regarding the interpretation of same, the interpretation of this Agreement
shall not be resolved by any rule of interpretation providing for interpretation against the Party who causes the uncertainty to exist
or against the draftsman. This Agreement contains the entire agreement between the Parties relating to the transactions contemplated
hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged and integrated
into this Agreement.
7.5.
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada
without regard to its provisions concerning conflicts or choice of law.
7.6.
Counterparts. This Agreement may be executed in one or more counterparts, and by the different party in separate counterparts,
each of which when executed shall be deemed to be an original but all of which when taken together shall constitute one and the same
agreement. Such counterparts may be delivered by facsimile or electronic transmission and the receiving party is entitled to rely on
the same to the same extent as if it had been an executed original.
[Signature
page follows.]
The
Parties have executed this Agreement as of the Effective Date first written above.
|
Seller: |
|
|
|
|
WALKER
RIVER RESOURCES LLC, a Nevada limited liability
company |
|
|
|
|
By: |
/s/
Michel David |
|
Name: |
Michel
David |
|
Title: |
Manager |
|
Buyer: |
|
|
|
|
Nevada
Canyon LLC, a Nevada limited liability company |
|
|
|
|
By
its Managing Member: |
|
|
|
|
NEVADA
CANYON GOLD CORP., a Nevada corporation |
|
|
|
|
By: |
/s/
Alan Day |
|
Name: |
Alan
Day |
|
Title: |
President |
Exhibit
A-1
Description
of Sleeper Claims
The
Property includes the following thirty-six (36) unpatented lode mining claims situated in Mineral County, Nevada:
|
|
|
|
|
|
County |
|
BLM |
# |
|
Claim
Name |
|
Location
Date |
|
Document
No. |
|
Legacy
Serial No. |
1 |
|
Sleeper
1 |
|
2/16/1994 |
|
107708 |
|
NMC699414 |
2 |
|
Sleeper
2 |
|
2/16/1994 |
|
107709 |
|
NMC699415 |
3 |
|
Sleeper
3 |
|
2/16/1994 |
|
107710 |
|
NMC699416 |
4 |
|
Sleeper
4 |
|
2/26/1994 |
|
107711 |
|
NMC699417 |
5 |
|
Sleeper
5 |
|
2/26/1994 |
|
107712 |
|
NMC699418 |
6 |
|
Sleeper
6 |
|
2/26/1994 |
|
107713 |
|
NMC699419 |
7 |
|
Sleeper
7 |
|
2/26/1994 |
|
107714 |
|
NMC699420 |
8 |
|
Sleeper
8 |
|
2/26/1994 |
|
107715 |
|
NMC699421 |
9 |
|
Sleeper
9 |
|
2/26/1994 |
|
107716 |
|
NMC699422 |
10 |
|
Sleeper
10 |
|
2/26/1994 |
|
107717 |
|
NMC699423 |
11 |
|
Sleeper
11 |
|
3/3/1994 |
|
107718 |
|
NMC699424 |
12 |
|
Sleeper
12 |
|
3/3/1994 |
|
107719 |
|
NMC699425 |
13 |
|
Sleeper
13 |
|
9/9/1994 |
|
109702 |
|
NMC708229 |
14 |
|
Sleeper
14 |
|
9/9/1994 |
|
109703 |
|
NMC708230 |
15 |
|
Sleeper
15 |
|
9/14/1994 |
|
109704 |
|
NMC708231 |
16 |
|
Sleeper
16 |
|
9/9/1994 |
|
109705 |
|
NMC708232 |
17 |
|
Sleeper
17 |
|
9/9/1994 |
|
109706 |
|
NMC708233 |
18 |
|
Sleeper
18 |
|
9/9/1994 |
|
109707 |
|
NMC708234 |
19 |
|
Sleeper
19 |
|
9/14/1994 |
|
109708 |
|
NMC708235 |
20 |
|
Sleeper
20 |
|
5/31/2009 |
|
148283 |
|
NMC1008338 |
21 |
|
Sleeper
21 |
|
5/31/2009 |
|
148284 |
|
NMC1008339 |
22 |
|
Sleeper
22 |
|
5/31/2009 |
|
148285 |
|
NMC1008340 |
23 |
|
Sleeper
23 |
|
5/31/2009 |
|
148286 |
|
NMC1008341 |
24 |
|
Sleeper
24 |
|
5/31/2009 |
|
148287 |
|
NMC1008342 |
25 |
|
Sleeper
25 |
|
5/31/2009 |
|
148288 |
|
NMC1008343 |
26 |
|
Sleeper
26 |
|
5/31/2009 |
|
148289 |
|
NMC1008344 |
27 |
|
Sleeper
27 |
|
5/31/2009 |
|
148290 |
|
NMC1008345 |
28 |
|
Sleeper
28 |
|
5/31/2009 |
|
148291 |
|
NMC1008346 |
29 |
|
Sleeper
29 |
|
6/1/2009 |
|
148292 |
|
NMC1008347 |
30 |
|
Sleeper
30 |
|
6/1/2009 |
|
148293 |
|
NMC1008348 |
31 |
|
Sleeper
31 |
|
6/1/2009 |
|
148294 |
|
NMC1008349 |
32 |
|
Sleeper
32 |
|
6/1/2009 |
|
148295 |
|
NMC1008350 |
33 |
|
Sleeper
33 |
|
6/1/2009 |
|
148296 |
|
NMC1008351 |
34 |
|
Sleeper
34 |
|
6/1/2009 |
|
148297 |
|
NMC1008352 |
35 |
|
Sleeper
35 |
|
6/1/2009 |
|
148298 |
|
NMC1008353 |
36 |
|
Sleeper
36 |
|
6/1/2009 |
|
148299 |
|
NMC1008354 |
Exhibit
A-2
Description
of Lapon Rose Claims
The
Property includes the following sixty (60) unpatented lode mining claims situated in Mineral County, Nevada:
|
|
|
|
|
|
County |
|
BLM |
# |
|
Claim
Name |
|
Location
Date |
|
Document
No. |
|
Legacy
Serial No. |
1 |
|
Lapon
Rose 1 |
|
5/19/2017 |
|
165847 |
|
NMC1146627 |
2 |
|
Lapon
Rose 2 |
|
5/19/2017 |
|
165848 |
|
NMC1146628 |
3 |
|
Lapon
Rose 3 |
|
5/19/2017 |
|
165849 |
|
NMC1146629 |
4 |
|
Lapon
Rose 4 |
|
5/19/2017 |
|
165850 |
|
NMC1146630 |
5 |
|
Lapon
Rose 5 |
|
5/19/2017 |
|
165851 |
|
NMC1146631 |
6 |
|
Lapon
Rose 6 |
|
5/19/2017 |
|
165852 |
|
NMC1146632 |
7 |
|
Lapon
Rose 7 |
|
5/19/2017 |
|
165853 |
|
NMC1146633 |
8 |
|
Lapon
Rose 8 |
|
5/19/2017 |
|
165854 |
|
NMC1146634 |
9 |
|
Lapon
Rose 9 |
|
5/19/2017 |
|
165855 |
|
NMC1146635 |
10 |
|
Lapon
Rose 10 |
|
5/19/2017 |
|
165856 |
|
NMC1146636 |
11 |
|
Lapon
Rose 11 |
|
5/19/2017 |
|
165857 |
|
NMC1146637 |
12 |
|
Lapon
Rose 12 |
|
5/19/2017 |
|
165858 |
|
NMC1146638 |
13 |
|
Lapon
Rose 13 |
|
5/19/2017 |
|
165859 |
|
NMC1146639 |
14 |
|
Lapon
Rose 14 |
|
5/19/2017 |
|
165860 |
|
NMC1146640 |
15 |
|
Lapon
Rose 15 |
|
5/19/2017 |
|
165861 |
|
NMC1146641 |
16 |
|
Lapon
Rose 16 |
|
5/19/2017 |
|
165862 |
|
NMC1146642 |
17 |
|
Lapon
Rose 17 |
|
5/19/2017 |
|
165863 |
|
NMC1146643 |
18 |
|
Lapon
Rose 18 |
|
5/27/2017 |
|
165864 |
|
NMC1146644 |
19 |
|
Lapon
Rose 19 |
|
5/27/2017 |
|
165865 |
|
NMC1146645 |
20 |
|
Lapon
Rose 20 |
|
5/27/2017 |
|
165866 |
|
NMC1146646 |
21 |
|
Lapon
Rose 21 |
|
5/27/2017 |
|
165867 |
|
NMC1146647 |
22 |
|
Lapon
Rose 22 |
|
5/27/2017 |
|
165868 |
|
NMC1146648 |
23 |
|
Lapon
Rose 23 |
|
5/27/2017 |
|
165869 |
|
NMC1146649 |
24 |
|
Lapon
Rose 24 |
|
5/27/2017 |
|
165870 |
|
NMC1146650 |
25 |
|
Lapon
Rose 25 |
|
5/27/2017 |
|
165871 |
|
NMC1146651 |
26 |
|
Lapon
Rose 26 |
|
5/27/2017 |
|
165872 |
|
NMC1146652 |
27 |
|
Lapon
Rose 27 |
|
5/27/2017 |
|
165873 |
|
NMC1146653 |
28 |
|
Lapon
Rose 28 |
|
5/27/2017 |
|
165874 |
|
NMC1146654 |
29 |
|
Lapon
Rose 29 |
|
5/27/2017 |
|
165875 |
|
NMC1146655 |
30 |
|
Lapon
Rose 30 |
|
5/27/2017 |
|
165876 |
|
NMC1146656 |
31 |
|
Lapon
Rose 31 |
|
5/27/2017 |
|
165877 |
|
NMC1146657 |
32 |
|
Lapon
Rose 32 |
|
5/27/2017 |
|
165878 |
|
NMC1146658 |
33 |
|
Lapon
Rose 33 |
|
5/27/2017 |
|
165879 |
|
NMC1146659 |
34 |
|
Lapon
Rose 34 |
|
5/27/2017 |
|
165880 |
|
NMC1146660 |
35 |
|
Lapon
Rose 35 |
|
5/27/2017 |
|
165881 |
|
NMC1146661 |
36 |
|
Lapon
Rose 36 |
|
5/27/2017 |
|
165882 |
|
NMC1146662 |
37 |
|
Lapon
Rose 37 |
|
5/27/2017 |
|
165883 |
|
NMC1146663 |
|
|
|
|
|
|
County |
|
BLM |
# |
|
Claim
Name |
|
Location
Date |
|
Document
No. |
|
Legacy
Serial No. |
38 |
|
Lapon
Rose 38 |
|
5/27/2017 |
|
165884 |
|
NMC1146664 |
39 |
|
Lapon
Rose 39 |
|
5/27/2017 |
|
165885 |
|
NMC1146665 |
40 |
|
Lapon
Rose 40 |
|
5/27/2017 |
|
165886 |
|
NMC1146666 |
41 |
|
Lapon
Rose 41 |
|
5/27/2017 |
|
165887 |
|
NMC1146667 |
42 |
|
Lapon
Rose 42 |
|
5/27/2017 |
|
165888 |
|
NMC1146668 |
43 |
|
Lapon
Rose 43 |
|
5/27/2017 |
|
165889 |
|
NMC1146669 |
44 |
|
Lapon
Rose 44 |
|
5/27/2017 |
|
165890 |
|
NMC1146670 |
45 |
|
Lapon
Rose 45 |
|
5/27/2017 |
|
165891 |
|
NMC1146671 |
46 |
|
Lapon
Rose 46 |
|
5/27/2017 |
|
165892 |
|
NMC1146672 |
47 |
|
Lapon
Rose 47 |
|
5/27/2017 |
|
165893 |
|
NMC1146673 |
48 |
|
Lapon
Rose 48 |
|
5/27/2017 |
|
165894 |
|
NMC1146674 |
49 |
|
Lapon
Rose 49 |
|
5/27/2017 |
|
165895 |
|
NMC1146675 |
50 |
|
Lapon
Rose 50 |
|
5/27/2017 |
|
165896 |
|
NMC1146676 |
51 |
|
Lapon
Rose 51 |
|
5/19/2017 |
|
165897 |
|
NMC1146677 |
52 |
|
Lapon
Rose 52 |
|
5/19/2017 |
|
165898 |
|
NMC1146678 |
53 |
|
Lapon
Rose 53 |
|
5/19/2017 |
|
165899 |
|
NMC1146679 |
54 |
|
Lapon
Rose 54 |
|
5/19/2017 |
|
165900 |
|
NMC1146680 |
55 |
|
Lapon
Rose 55 |
|
5/19/2017 |
|
165901 |
|
NMC1146681 |
56 |
|
Lapon
Rose 56 |
|
5/19/2017 |
|
165902 |
|
NMC1146682 |
57 |
|
Lapon
Rose 57 |
|
5/19/2017 |
|
165903 |
|
NMC1146683 |
58 |
|
Lapon
Rose 58 |
|
5/19/2017 |
|
165904 |
|
NMC1146684 |
59 |
|
Lapon
Rose 59 |
|
5/28/2017 |
|
165905 |
|
NMC1146685 |
60 |
|
Lapon
Rose 60 |
|
5/28/2017 |
|
165906 |
|
NMC1146686 |
[End
of Exhibit A]
Exhibit
B
Form
of Royalty Deed
APNs:
N/A (Royalty Conveyance Only)
Recorded
at the request of,
and
after recording return to:
Jeff
N. Faillers
Erwin
Thompson Faillers
241
Ridge Street, Suite 210
Reno,
Nevada 89501
The
undersigned hereby confirm that there are no social security numbers on this document.
Royalty
Deed
(Lapon
Canyon Royalty; Mineral County, Nevada)
This
Royalty Deed (the “Deed”) is dated effective May ___, 2024 (the “Effective Date”), from Walker
River Resources LLC, a Nevada limited liability company (“Obligor”), to NEVADA CANYON LLC, a Nevada limited
liability company (“Royalty Holder”). Obligor and Royalty Holder are sometimes referred to individually as a “Party”
and collectively as the “Parties.”
Recitals
G. |
Seller
is the owner of the ninety-six (96) unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups, collectively
known as the Lapon Canyon Property, situated in Mineral County, Nevada, which are more particularly described in Exhibits A-1 and
A-2 attached to and by this reference incorporated in this Agreement (the “Properties”). |
|
|
H. |
The
Parties entered into that certain Royalty Purchase Agreement dated May ___, 2024 (the “Agreement”), pursuant to
which Obligor agreed to sell to Royalty Holder, and Royalty Holder agreed to purchase from Obligor, a production royalty in the amount
of two percent (2%) of the net smelter returns on all minerals produced from the Properties. |
|
|
I. |
The
Parties have closed the purchase and sale of the royalty as contemplated in the Agreement and the Obligor now wishes to execute and
deliver this Deed to Royalty Holder pursuant to the terms of the Agreement. |
Now,
therefore, in consideration of their mutual covenants and promises, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:
Conveyance
Grant
of Royalty.
Royalty
Percentage. For good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, Obligor grants,
sells, assigns and conveys to Royalty Holder, and its successors and assigns forever, a production royalty in an amount equal to two
percent (2%) of the Net Smelter Returns (the “Royalty Percentage”), as hereinafter defined and computed, for all gold
and other minerals of any type produced from the Properties, including all gold and other minerals of any type produced from dumps or
stockpiles located on the Properties, from and after the Effective Date (the “Royalty”), subject to Section 1(b).
No
Buy Down. Obligor will not have the right to buy down all or any portion of the Royalty.
Real
Property Interest; Burden on the Properties. Obligor and Royalty Holder intend that the Royalty will be perpetual and will constitute
a presently vested interest in and a covenant running with the Properties, including any after-acquired title, which will inure to the
benefit of and be binding upon the Parties and their respective successors and assigns so long as Obligor or any successor or assign
of Obligor holds any rights or interests in the Properties. This Deed and Obligor’s Royalty obligation shall attach to any amendments,
relocations or conversions of any mining claim, license, or lease, concession, permit, patent or other tenure comprising the Properties,
or to any renewals or extensions thereof, and the mineral products and proceeds of mineral products extracted and produced from the Properties,
and shall extend to and include any unpatented mining claim, patented mining claim, or other mineral interest (fee land or otherwise)
located, leased, or otherwise acquired by Obligor which are situated partially or entirely within the exterior-most boundaries of the
Properties, including any unpatented mining claims located to appropriate any fractions or gaps among the Properties. In the event that
the Royalty attaches to any interests pursuant to this Section 1(c), the Parties agree and covenants to execute, deliver, and record
in the Office of the Esmeralda County Recorder, at Royalty Holder’s request in its sole discretion, an instrument by which Obligor
grants to Royalty Holder the Royalty and subjects such interests to all of the burdens, conditions, obligations and terms of this Deed.
The Parties do not intend that there be any violation of the rule against perpetuities. Accordingly, any right that is subject to such
rule shall be exercised within the maximum time periods permitted under applicable law.
Representations
and Warranties.
Full
Authority. Obligor represents and warrants that it has all authority necessary for it to execute and deliver this Deed.
No
Encumbrances. Obligor represents and warrants it has not taken any action by which the Properties or dumps or stockpiles located
on the Properties will be subject to a lien or other encumbrance that will in any way be a lien or other encumbrance on the Royalty.
Royalty
Holder’s Acceptance. Royalty Holder acknowledges and agrees that this Deed is accepted by Royalty Holder in satisfaction of
Obligor’s obligation to deliver this Deed pursuant to the Agreement.
Definition
of Net Smelter Returns.
For
Gold Bullion. “Net Smelter Returns,” for gold produced from the Properties or from dumps or stockpiles located
on the Properties, and refined by or for Obligor to a form that meets good delivery standards in the London Bullion Market or comparable
terminal market (“Gold Bullion”), will be determined by multiplying (i) the gross number of troy ounces of Gold Bullion
produced from the Properties or dumps or stockpiles located on the Properties, and returned to or credited to Obligor or purchased and
paid for by a smelter, refiner, processor, purchaser or other recipient of such bullion during a calendar quarter, by (ii) the arithmetic
average of the London Bullion Market Association P.M. Fixing Price (in United States dollars) reported on its website for Gold Bullion
for the calendar quarter (or should such quotation cease, another similar quotation acceptable to Royalty Holder, acting reasonably)
calculated by summing the quoted prices reported for each day of the calendar quarter and dividing the sum by the number of days for
which such prices were reported, and (iii) by deducting from the product of (i) times (ii), the Allowable Deductions permitted in Section
4(a) below.
For
Other Products. For gold and other minerals of any type produced from the Properties or dumps or stockpiles located on the Properties,
and sold in a crude or intermediate form other than as Gold Bullion (“Other Products”), Net Smelter Returns will be
equal to (i) the actual sales price for the minerals contained in such Other Products received by Obligor from a smelter, refiner, processor,
purchaser or other recipient of such products during a calendar quarter, less (ii) the Allowable Deductions permitted in Section 4(b)
below.
Affiliate
Transactions. If Other Products are delivered in kind or sold to an entity which, under the broadest definition, directly or indirectly
controls, is controlled by, or is under common control with Obligor (an “Affiliate”), and are sold by such Affiliate
with or without further processing, Net Smelter Returns will be calculated based on the value of Gold Bullion sold by or credited or
returned to the Affiliate (calculated pursuant to Section 3(a)), or the proceeds actually received by such Affiliate in an arm’s
length transaction for sale of Other Products, less Allowable Deductions actually incurred by the Affiliate, and the Gold Bullion or
Other Products will be deemed to have been sold by Obligor, the proceeds will be deemed to have been received by Obligor and the Allowable
Deductions will be deemed to have been made by Obligor for purposes of calculating Net Smelter Returns, in each case as if Obligor had
sold (or received or was credited with) such Gold Bullion or Other Products in an arm’s-length transaction.
Insurance
Proceeds. In the event Obligor receives insurance proceeds for gold in Gold Bullion or for gold or other minerals in Other Products
lost or damaged, Net Smelter Returns will equal any such insurance proceeds that are received by Obligor for such loss.
Allowable
Deductions.
For
Gold Bullion. For gold produced and sold as Gold Bullion, “Allowable Deductions” means, to the extent actually
incurred:
charges
imposed by a smelter or refinery for refining Gold Bullion from doré or concentrates produced in Obligor’s mill or other
processing plant; however, charges incurred by Obligor for processing raw or crushed ore or other preliminary products in Obligor’s
mill or other processing plant shall not be subtracted in determining Net Smelter Returns;
penalty
substance, assaying, and sampling charges imposed on or incurred by Obligor for refining Gold Bullion contained in such production;
charges
and costs, if any, for transportation and insurance of doré or concentrates produced in Obligor’s mill or other processing
plant to places where such doré or concentrates are smelted, refined and/or sold or otherwise disposed of; and
all
taxes paid on production of Gold Bullion, except income tax, including but not limited to, production, severance, sales and privilege
taxes and all local, state and federal taxes that are based on the production of Gold Bullion.
For
Other Products. For gold and other minerals of any type produced and sold in Other Products, “Allowable Deductions”
means, to the extent actually incurred:
charges
imposed by the smelter, refiner or other processor for smelting, refining or processing gold and other minerals of any type contained
in Other Products, but excluding any and all charges and costs related to Obligor’s mill or other processing plant constructed
for the purpose of milling or processing Other Products;
penalty
substance, assaying, and sampling charges imposed by a smelter, refiner or other processor for smelting, refining, or processing gold
and other minerals of any type contained in Other Products, but excluding any and all charges and costs of or related to Obligor’s
mill or other processing plant constructed for the purpose of milling or processing Other Products;
charges
and costs, if any, for transportation and insurance of the gold and other minerals of any type contained in Other Products and the beneficiated
products thereof from Obligor’s mill or other processing plant to places where such Other Products or the beneficiated products
thereof are smelted, refined and/or sold or otherwise disposed of; and
all
taxes paid on production of the gold and other minerals of any type contained in Other Products, except income tax, including but not
limited to, production, severance, sales and privilege taxes and all local, state and federal taxes that are based on the production
of gold contained in Other Products.
Custom
Facilities. In the event Obligor carries out smelting, refining or other processing operations to produce Gold Bullion or gold and
other minerals of any type contained in Other Products in facilities owned or controlled, in whole or in part, by Obligor, which facilities
were not constructed for the sole purpose of smelting, refining or processing crude or intermediate products produced from the Properties,
then charges, costs and penalties for such smelting, refining or processing shall mean the amount Obligor would have incurred as “Allowable
Deductions” under Section 4(a)(i) or Section 4(b)(i) above if such smelting, refining or other processing operations
were carried out at facilities not owned or controlled by Obligor, but in no event will such Allowable Deductions be greater than actual
costs incurred by Obligor with respect to such smelting, refining or other processing.
Calculating
and Paying Royalty; Reporting.
Calculation.
The dollar amount of the Royalty due to Royalty Holder for a calendar quarter will be the product of the sum of the Net Smelter Returns
for Gold Bullion plus the Net Smelter Returns for the gold and other minerals of any type contained in Other Products for such quarter
multiplied by the Royalty Percentage.
Payment.
Payment
of the Royalty for a calendar quarter will be due by the last day of the month following the end of each calendar quarter in which Gold
Bullion or Other Products containing gold and other minerals of any type are sold or returned or credited to Obligor (the “Payment
Date”). If, for any reason, all information necessary to calculate and make a payment on the Payment Date is not available,
Obligor will make a provisional payment on the Payment Date based on the available information and provide a final reconciliation for
such payment promptly after all needed information becomes available to Obligor. In the event Royalty Holder has been underpaid in any
provisional payment, Obligor will promptly pay the difference to Royalty Holder in cash or other readily available funds and if Royalty
Holder has been overpaid in any provisional payment, Royalty Holder will promptly pay to Obligor the difference in cash or other readily
available funds. All payments of the Royalties will be made by Obligor to Royalty Holder, and will be paid free of any and all withholding
taxes.
Obligor
acknowledges that delinquent payment by Obligor to Royalty Holder of Royalty payments will cause Royalty Holder to incur costs, the exact
amount of which will be difficult to ascertain. Accordingly, if any amount due and payable by Obligor is not received by Royalty Holder
within ten (10) days after such amount is due, then Obligor shall pay to Royalty Holder a late charge equal to four percent (4%) of such
overdue amount. Royalty Holder’s acceptance of such late charge shall not constitute a waiver of Obligor’ default with respect
to such overdue amount, nor prevent Royalty Holder from exercising any of Royalty Holder’s other rights and remedies. If any amount
payable by Obligor remains delinquent for a period more than thirty (30) days, Obligor shall pay to Royalty Holder, in addition to the
delinquent payment, interest from and after the due date at the lesser of: (a) the Prime Rate interest rate quoted as “Prime”
by JPMorgan Chase and Co., at its head office, as the rate may change from day to day (which quoted rate may not be the lowest rate at
which the bank loans funds) plus five (5) percentage points; or (b) the maximum non-usurious rate permitted by applicable Law. If any
portion of any royalty payment (and any related Interest amount) was overpaid, Obligor shall be entitled to offset such amount against
the next royalty payment.
Detailed
Statement. All payments of Royalty will be accompanied by a detailed statement explaining the calculation thereof together with any
available settlement sheets received by Obligor from the smelter, refiner or other purchaser of Gold Bullion or gold and other minerals
of any type contained in Other Products.
Other
Provisions Related to Payment.
Hedging
Transactions. All profits and losses resulting from Obligor’s engaging in any commodity futures trading, option trading, or
metals trading, or any combination thereof, and any other hedging transactions including trading transactions designed to avoid losses
and obtain possible gains due to metal price fluctuations are specifically excluded from calculation of Net Smelter Returns and will
be solely for Obligor’s account.
Commingling.
Obligor will have the right to commingle, either underground, at the surface, in stockpiles or at a mill, autoclave, roaster or other
processing facility used by Obligor, ore or concentrates, minerals and other material mined and removed from the Properties with ore,
concentrates, minerals and other material mined and removed from other property. Before commingling, the average grade of the commingled
materials and other measures as are appropriate will first be calculated by Obligor from representative samples, and the weight of such
materials will be determined before commingling using practices which will be as good as or better than prevailing industry practices.
In obtaining representative samples, calculating the average grade of the ore and average recovery percentages, the procedures used will
be as good as or better than prevailing industry practices. Representative samples of the materials to be commingled will be retained
by Obligor and assays (including moisture and penalty substances) and other appropriate analyses of these samples shall be retained for
a reasonable amount of time, but not less than 18 months, after receipt by Royalty Holder of the applicable royalty payment.
No
Obligation to Mine or Process. Subject to the Agreement, Obligor will have sole discretion to determine the extent of its operations
on or for the benefit of the Properties and the time or the times for development, mining, stockpiling, processing and selling products
produced from the Properties and the suspension or resumption of any operation with respect thereto. Obligor will have no obligation
to Royalty Holder (in its capacity as the holder of this royalty) or otherwise to mine or to conduct any other operation on any of the
Properties.
Books,
Records, Inspections and Confidentiality.
Inspection
of Books and Records. Royalty Holder will have the right, upon reasonable notice to Obligor, to inspect and copy all books, records,
technical data, information and materials (the “Data”) pertaining to calculation of Royalty payments, including those
with respect to commingling; provided that such inspections will not unreasonably interfere with Obligor’s operations. Obligor
makes no representations or warranties to Royalty Holder concerning any of the Data except that the Data will be prepared in good faith
and Royalty Holder agrees that if it elects to rely on any such Data or any other information made available by Obligor, it does so at
its sole risk, except in the event of bad faith or fraud.
Audit
and Objections. Royalty Holder will have the right to audit the books and records pertaining to production from the Properties and
the calculation of the Royalty and to contest payments of Royalty for a period of twenty-four (24) months following receipt by Royalty
Holder of each Royalty payment. Each Royalty payment will be deemed conclusively correct unless Royalty Holder objects to it in writing
within twenty-four (24) months after receipt of such payment, setting forth in detail the basis for the Royalty Holder’s objection.
If it is finally determined, through agreement by the Parties or following completion of the dispute as set out in Section 7(c)
below, that Royalty Holder has been underpaid in any such payment, Obligor will promptly pay to Royalty Holder the underpaid amount plus
interest in accordance with Section 5(b)(ii). In addition, if it is finally determined, through agreement by the Parties or following
completion of the dispute as set out in Section 7(c) below, that Royalty payments for any calendar year are underpaid by more
than five percent (5%), then Obligor will reimburse Royalty Holder for its reasonable costs incurred in auditing the books and records
of Obligor.
Dispute
Resolution.
If
Royalty Holder objects to a Royalty payment in a timely manner as set out in Section 7(b) above, then the Parties will meet within
thirty (30) days of Obligor’s receipt of the Royalty Holder’s objection and, acting in good faith, seek to resolve the dispute.
If the Parties fail to resolve the dispute within thirty (30) days of the initial meeting, the dispute will be referred to the respective
chief executive officers (or persons holding analogous positions) of the Parties who will, in good faith, attempt to resolve the dispute
within twenty-one (21) days of such referral. If the chief executive officers of the Parties are unable to resolve the matter within
such 21-day period, then either Party may submit the dispute to a court as provided in Section 7(c)(iii) below.
If
any Party objects to the performance by the other Parties of any obligation arising under this Deed or of its interpretation, the Parties
will meet within thirty (30) days of the by the other Party of the objecting Party’s objection and, acting in good faith, seek
to resolve the dispute. If the Parties fail to resolve the dispute within thirty (30) days of the initial meeting, the dispute will be
referred to the respective chief executive officers (or persons holding analogous positions) of the Parties who will, in good faith,
attempt to resolve the dispute within twenty-one (21) days of such referral. If the chief executive officers of the Parties are unable
to resolve the matter within such 21-day period, then either Party may submit the dispute to a court as provided in Section 7(c)(iii)
below.
Any
dispute arising out of or based upon this Deed or a Royalty payment or may be instituted in the state courts of Nevada or the federal
courts of the United States, in each case located in Reno, Nevada, and each Party irrevocably submits to the exclusive jurisdiction of
such courts. Service of process, summons, notice or other document delivered by mail to such Party’s address set forth herein shall
be effective service of process for dispute brought in any such court. The Parties irrevocably and unconditionally waive any objection
to the laying of venue of any dispute in such courts and irrevocably waive and agree not to plead or claim in any such court that any
such dispute brought in any such court has been brought in an inconvenient forum.
EACH
PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND DIRECTLY OR INDIRECTLY ARISING
OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE JURY TRIAL WAIVER CONTAINED IN THIS DEED IS INTENDED TO APPLY, TO THE FULLEST EXTENT
PERMITTED BY LAW, TO ANY AND ALL DISPUTES AND CONTROVERSIES THAT ARISE OUT OF OR IN ANY WAY RELATE TO ANY OR ALL OF THE MATTERS DESCRIBED
IN THE PRECEDING SENTENCE, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS OF
ANY KIND. THIS DEED MAY BE FILED WITH ANY COURT OF COMPETENT JURISDICTION AS A PARTY’S WRITTEN CONSENT TO SUCH PARTY’S WAIVER
OF A JURY TRIAL.
Except
as otherwise specified herein, in the event of a dispute arising under this Deed is submitted to court, the prevailing Party will be
entitled to payment of its reasonable attorneys’ fees and costs in litigating the dispute.
Inspection
of Facilities. Royalty Holder will have the right, upon reasonable notice, to inspect the facilities associated with the Properties
to the extent necessary to confirm Obligor’s proper performance of its obligations in this Deed. Such inspection will be at the
sole risk of Royalty Holder, and Royalty Holder will indemnify Obligor from any liability caused by Royalty Holder’s exercise of
inspection rights, unless such liability is caused by the gross negligence or intentional acts of Obligor or its employees or agents.
Confidentiality.
No
Party shall, without the express written consent of the other Parties, which consent may be withheld for any purpose, disclose any non-public
information generated or received under this Deed relating to the calculation of Net Smelter Returns or Obligor’s operations on
the Properties or other property (“Confidential Information”), other than to employees, agents or consultants of the
receiving Party in respect of the administration or enforcement of its rights hereunder and who agree to be bound by the confidentiality
provisions of this Deed (the breach of which shall be deemed to be a breach by the Party).
Any
Party may disclose Confidential Information received from another Party (A) to a prospective lender to whom or to which the Party may,
in good faith, grant a security interest in its interest in the Properties, or (B) to a prospective purchaser of all or part of a Party’s
interest in the Royalty or the Properties, but only, in each case, if the prospective recipient of Confidential Information has executed
a confidentiality agreement that includes confidentiality provisions substantially similar to this subsection.
Confidential
Information may also be disclosed if such disclosure is required for compliance with applicable laws, rules, regulations or orders of
any governmental agency or stock exchange having jurisdiction over a Party; provided, however, that the notice shall have
been given to the non-disclosing Party or Parties of such disclosure as far in advance of such disclosure as is reasonably practicable
and the disclosing Party or Parties ensures that only such information as is necessary to comply with the obligations is disclosed.
Compliance
with Laws, Reclamation, Environmental Obligations and Indemnities.
Compliance
with Laws. Obligor shall comply with all applicable federal, state and local laws, regulations and ordinances relating to Obligor’s
activities and operations on or relating to the Properties.
Reclamation,
Environmental Obligations and Indemnities. Obligor shall perform all reclamation required under federal, state and local laws, regulations
and ordinances relating to Obligor’s activities or operations on or relating to the Properties. Obligor shall defend, indemnify
and hold harmless Royalty Holder from and against any and all actions, claims, costs, damages, expenses (including attorney’s fees
and legal costs), liabilities and responsibilities arising from or relating to Obligor’s activities or operations on or relating
to the Property, including those under laws, regulations and ordinances intended to protect or preserve the environment or to reclaim
the Properties. Obligor’s obligations under this Section 8(b) shall survive the abandonment, surrender or transfer of the
Properties.
Insurance.
Obligor shall use commercially reasonable efforts to maintain in good standing any policies of insurance maintained by Obligor in respect
of the Properties and the mineral products and present all claims under such policies in a due and timely manner.
Title
Maintenance.
Title
Maintenance and Taxes. Subject to Obligor’s right to abandon all or any part of the Properties, Obligor shall maintain title
to the Properties, including paying when due all taxes on or with respect to the Properties.
Assessment
Work and Claim Maintenance Fees. Subject to Obligor’s right to abandon all or any part of the Properties, Obligor shall perform
all required assessment work on, pay all mining claim maintenance fees for the Properties, and make such filings and recordings as are
necessary to maintain title to the Properties in accordance with applicable federal and state laws and regulations.
[Remainder
of page intentionally left blank.]
General
Provisions.
Transfers.
Obligor
may freely transfer all or any portion of its interest in the Properties so long as such transfer is expressly made subject to the Royalty.
If Obligor transfers all or any portion of its interest in the Properties, Obligor will obtain from the transferee a written acknowledgement
and assumption of the obligations of Obligor under this Deed with respect to the interest so transferred, and promptly provide evidence
of such acknowledgement and assumption to Royalty Holder. Upon obtaining and delivering such acknowledgment and assumption to Royalty
Holder, Obligor will thereupon be relieved of all liability for payment of the Royalty with respect to the Properties transferred for
any Royalty that may thereafter arise with respect to such transferred interest, except with respect to any Royalty payments made prior
to the date of transfer, which will continue to be governed by this Deed.
In
the event Obligor desires to mortgage, pledge, encumber or otherwise create a security interest in all or any portion of the Properties
or products produced from the Properties, Obligor will cause each agreement, indenture, bond, deed of trust, filing, application or other
instrument that creates or purports to create a lien, mortgage, security interest or other charge secured by any interest in any of the
Properties or such products to include an express agreement and acknowledgement by the parties to such instrument, in form and substance
reasonably satisfactory to Royalty Holder, that the Royalty is (A) senior in right of payment and collection from revenues to any and
all obligations created thereby in respect of any of the Properties or such products, and (B) that the Royalty is an independent interest
in the Properties and is not subject to foreclosure pursuant to such mortgage, encumbrance or other form of security interest.
Royalty
Holder may freely transfer, mortgage, pledge, encumber or otherwise create a security interest in all or any portion of the Royalty,
provided that Obligor will have no obligation to make payments of Royalty to a transferee until receipt of written notice of the transfer
and a copy of the transferring document.
No
Partnership or Special Relationship. The relationship of Obligor and Royalty Holder with respect to the Royalty will not be construed
to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship.
Certain
Definitions. As used in the Deed, the term “Royalty Holder” will include all of the successors-in-interest to
the Royalty Holder, and the term “Obligor” will include all of Obligor’s successors-in-interest.
Tailings
and Other Waste Material. All tailings, residues, waste rock, spoiled leach materials, and other materials resulting from Obligor’s
operations and activities with respect to the Properties shall be the sole property of Obligor but if Obligor processes such materials
in the future, all gold and other minerals produced from such materials will be subject to the Royalty and the terms of this Deed.
Notices.
Any notice, demand or other communication under this Deed (“Notice”) required or permitted to be given or made under
this Deed will be in writing and shall be given to a Party at the address below (i) by courier or recognized overnight delivery service,
or (ii) by registered or certified mail, return receipt requested. All Notices shall be effective and will be deemed delivered (A) if
by courier or recognized overnight delivery service on the date of delivery, (B) if solely by mail on the day delivered as shown on the
actual receipt. A Party may change its address for purposes of Notices from time-to-time by Notice to the other Party.
|
If
to Obligor: |
Walker
River Resources LLC |
|
|
1130
West Pender Street, Suite 820 |
|
|
Vancouver,
B.C. V6E 4A4 |
|
|
Attn:
Michel David |
|
If
to Royalty Holder: |
Nevada
Canyon LLC |
|
|
5655
Riggins Court, Suite 15 |
|
|
Reno,
NV 89502 |
|
|
Attn:
Alan Day |
Section
Headings. The section headings contained in this Deed are inserted for convenience only and do not affect in any way the meaning
or interpretation of this Deed.
Amendment.
No amendment of any provision of this Deed will be valid with respect to any Party unless the same shall be in writing and signed by
each Party. No waiver by any Party of any default or covenant hereunder, whether intentional or not, will be deemed to extend to any
prior or subsequent default or covenant or affect in any way any rights arising by virtue of any prior or subsequent occurrence.
Invalidity.
If any term or provision of this Deed is invalid or unenforceable in any situation in any jurisdiction it will not affect the validity
or enforceability of the remaining terms and provisions.
Governing
Law. This Deed will be governed by and construed in accordance with the laws of the State of Nevada without giving effect to any
choice or conflicts of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Nevada.
Interpretation.
The Parties have participated jointly in the negotiation and drafting of this Deed. In the event an ambiguity or question of intent or
interpretation arises, this Deed will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise
favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Deed.
Counting.
If the final day of any period or any date of performance under this Deed falls on a Saturday, Sunday or legal holiday in Nevada, then
the final day of the period or the date of performance will be extended to the next day that is not a Saturday, Sunday or legal holiday
in Nevada. For purposes of computing the time for performance of any obligation hereunder, however, Saturday, Sundays and legal holidays
will be included.
Counterparts.
This Deed may be executed in several counterparts, each of which shall be deemed to be an original, and all of which shall together constitute
one and the same instrument, and delivery of an executed copy of this Deed by email transmission or by other means of electronic communication
capable of producing a printed copy shall be deemed to be execution and delivery of this Deed as of the date first above written.
[Signature
page follows.]
The
Parties have executed this Deed effective as of the Effective Date.
|
Obligor: |
|
|
|
|
WALKER
RIVER RESOURCES LLC, a Nevada limited liability
company |
|
|
|
|
By: |
|
|
Name: |
Michel
David |
|
Title: |
Manager |
|
|
|
|
Royalty
Holder: |
|
|
|
|
Nevada
Canyon LLC, a Nevada limited liability company |
|
By
its Managing Member: |
|
|
|
|
NEVADA
CANYON GOLD CORP., a Nevada corporation |
|
|
|
|
By: |
|
|
Name: |
Alan
Day |
|
Title: |
President |
[Notarial
page follows.]
STATE
OF ______________________ |
) |
|
)
ss. |
COUNTY
OF_____________________ |
) |
This
Royalty Deed was acknowledged me before me on this ____ day of May, 2024, by Michel David, as the Manager of Walker River Resources LLC,
a Nevada limited liability company.
|
|
|
Notary
Public |
|
|
|
My
commission expires: __________________ |
STATE
OF ______________________ |
) |
|
)
ss. |
COUNTY
OF_____________________ |
) |
This
Royalty Deed was acknowledged me before me on this ____ day of May, 2024, by Alan Day, as the President of Nevada Canyon Gold Corp.,
a Nevada corporation, as the Managing Member of Nevada Canyon LLC, a Nevada limited liability company.
|
|
|
Notary
Public |
|
|
|
My
commission expires: __________________ |
Exhibit
A-1
Description
of Sleeper Claims
The
Properties include the following thirty-six (36) unpatented lode mining claims situated in Mineral County, Nevada:
|
|
|
|
|
|
County |
|
BLM |
# |
|
Claim
Name |
|
Location
Date |
|
Document
No. |
|
Legacy
Serial No. |
1 |
|
Sleeper
1 |
|
2/16/1994 |
|
107708 |
|
NMC699414 |
2 |
|
Sleeper
2 |
|
2/16/1994 |
|
107709 |
|
NMC699415 |
3 |
|
Sleeper
3 |
|
2/16/1994 |
|
107710 |
|
NMC699416 |
4 |
|
Sleeper
4 |
|
2/26/1994 |
|
107711 |
|
NMC699417 |
5 |
|
Sleeper
5 |
|
2/26/1994 |
|
107712 |
|
NMC699418 |
6 |
|
Sleeper
6 |
|
2/26/1994 |
|
107713 |
|
NMC699419 |
7 |
|
Sleeper
7 |
|
2/26/1994 |
|
107714 |
|
NMC699420 |
8 |
|
Sleeper
8 |
|
2/26/1994 |
|
107715 |
|
NMC699421 |
9 |
|
Sleeper
9 |
|
2/26/1994 |
|
107716 |
|
NMC699422 |
10 |
|
Sleeper
10 |
|
2/26/1994 |
|
107717 |
|
NMC699423 |
11 |
|
Sleeper
11 |
|
3/3/1994 |
|
107718 |
|
NMC699424 |
12 |
|
Sleeper
12 |
|
3/3/1994 |
|
107719 |
|
NMC699425 |
13 |
|
Sleeper
13 |
|
9/9/1994 |
|
109702 |
|
NMC708229 |
14 |
|
Sleeper
14 |
|
9/9/1994 |
|
109703 |
|
NMC708230 |
15 |
|
Sleeper
15 |
|
9/14/1994 |
|
109704 |
|
NMC708231 |
16 |
|
Sleeper
16 |
|
9/9/1994 |
|
109705 |
|
NMC708232 |
17 |
|
Sleeper
17 |
|
9/9/1994 |
|
109706 |
|
NMC708233 |
18 |
|
Sleeper
18 |
|
9/9/1994 |
|
109707 |
|
NMC708234 |
19 |
|
Sleeper
19 |
|
9/14/1994 |
|
109708 |
|
NMC708235 |
20 |
|
Sleeper
20 |
|
5/31/2009 |
|
148283 |
|
NMC1008338 |
21 |
|
Sleeper
21 |
|
5/31/2009 |
|
148284 |
|
NMC1008339 |
22 |
|
Sleeper
22 |
|
5/31/2009 |
|
148285 |
|
NMC1008340 |
23 |
|
Sleeper
23 |
|
5/31/2009 |
|
148286 |
|
NMC1008341 |
24 |
|
Sleeper
24 |
|
5/31/2009 |
|
148287 |
|
NMC1008342 |
25 |
|
Sleeper
25 |
|
5/31/2009 |
|
148288 |
|
NMC1008343 |
26 |
|
Sleeper
26 |
|
5/31/2009 |
|
148289 |
|
NMC1008344 |
27 |
|
Sleeper
27 |
|
5/31/2009 |
|
148290 |
|
NMC1008345 |
28 |
|
Sleeper
28 |
|
5/31/2009 |
|
148291 |
|
NMC1008346 |
29 |
|
Sleeper
29 |
|
6/1/2009 |
|
148292 |
|
NMC1008347 |
30 |
|
Sleeper
30 |
|
6/1/2009 |
|
148293 |
|
NMC1008348 |
31 |
|
Sleeper
31 |
|
6/1/2009 |
|
148294 |
|
NMC1008349 |
32 |
|
Sleeper
32 |
|
6/1/2009 |
|
148295 |
|
NMC1008350 |
33 |
|
Sleeper
33 |
|
6/1/2009 |
|
148296 |
|
NMC1008351 |
34 |
|
Sleeper
34 |
|
6/1/2009 |
|
148297 |
|
NMC1008352 |
35 |
|
Sleeper
35 |
|
6/1/2009 |
|
148298 |
|
NMC1008353 |
36 |
|
Sleeper
36 |
|
6/1/2009 |
|
148299 |
|
NMC1008354 |
Total
of thirty-six (36) unpatented lode mining claims.
[End
of Exhibit A-1]
Exhibit
A-2
Description
of Lapon Rose Claims
The
Properties includes the following sixty (60) unpatented lode mining claims situated in Mineral County, Nevada:
|
|
|
|
|
|
County |
|
BLM |
# |
|
Claim
Name |
|
Location
Date |
|
Document
No. |
|
Legacy
Serial No. |
1 |
|
Lapon
Rose 1 |
|
5/19/2017 |
|
165847 |
|
NMC1146627 |
2 |
|
Lapon
Rose 2 |
|
5/19/2017 |
|
165848 |
|
NMC1146628 |
3 |
|
Lapon
Rose 3 |
|
5/19/2017 |
|
165849 |
|
NMC1146629 |
4 |
|
Lapon
Rose 4 |
|
5/19/2017 |
|
165850 |
|
NMC1146630 |
5 |
|
Lapon
Rose 5 |
|
5/19/2017 |
|
165851 |
|
NMC1146631 |
6 |
|
Lapon
Rose 6 |
|
5/19/2017 |
|
165852 |
|
NMC1146632 |
7 |
|
Lapon
Rose 7 |
|
5/19/2017 |
|
165853 |
|
NMC1146633 |
8 |
|
Lapon
Rose 8 |
|
5/19/2017 |
|
165854 |
|
NMC1146634 |
9 |
|
Lapon
Rose 9 |
|
5/19/2017 |
|
165855 |
|
NMC1146635 |
10 |
|
Lapon
Rose 10 |
|
5/19/2017 |
|
165856 |
|
NMC1146636 |
11 |
|
Lapon
Rose 11 |
|
5/19/2017 |
|
165857 |
|
NMC1146637 |
12 |
|
Lapon
Rose 12 |
|
5/19/2017 |
|
165858 |
|
NMC1146638 |
13 |
|
Lapon
Rose 13 |
|
5/19/2017 |
|
165859 |
|
NMC1146639 |
14 |
|
Lapon
Rose 14 |
|
5/19/2017 |
|
165860 |
|
NMC1146640 |
15 |
|
Lapon
Rose 15 |
|
5/19/2017 |
|
165861 |
|
NMC1146641 |
16 |
|
Lapon
Rose 16 |
|
5/19/2017 |
|
165862 |
|
NMC1146642 |
17 |
|
Lapon
Rose 17 |
|
5/19/2017 |
|
165863 |
|
NMC1146643 |
18 |
|
Lapon
Rose 18 |
|
5/27/2017 |
|
165864 |
|
NMC1146644 |
19 |
|
Lapon
Rose 19 |
|
5/27/2017 |
|
165865 |
|
NMC1146645 |
20 |
|
Lapon
Rose 20 |
|
5/27/2017 |
|
165866 |
|
NMC1146646 |
21 |
|
Lapon
Rose 21 |
|
5/27/2017 |
|
165867 |
|
NMC1146647 |
22 |
|
Lapon
Rose 22 |
|
5/27/2017 |
|
165868 |
|
NMC1146648 |
23 |
|
Lapon
Rose 23 |
|
5/27/2017 |
|
165869 |
|
NMC1146649 |
24 |
|
Lapon
Rose 24 |
|
5/27/2017 |
|
165870 |
|
NMC1146650 |
25 |
|
Lapon
Rose 25 |
|
5/27/2017 |
|
165871 |
|
NMC1146651 |
26 |
|
Lapon
Rose 26 |
|
5/27/2017 |
|
165872 |
|
NMC1146652 |
27 |
|
Lapon
Rose 27 |
|
5/27/2017 |
|
165873 |
|
NMC1146653 |
28 |
|
Lapon
Rose 28 |
|
5/27/2017 |
|
165874 |
|
NMC1146654 |
29 |
|
Lapon
Rose 29 |
|
5/27/2017 |
|
165875 |
|
NMC1146655 |
30 |
|
Lapon
Rose 30 |
|
5/27/2017 |
|
165876 |
|
NMC1146656 |
31 |
|
Lapon
Rose 31 |
|
5/27/2017 |
|
165877 |
|
NMC1146657 |
32 |
|
Lapon
Rose 32 |
|
5/27/2017 |
|
165878 |
|
NMC1146658 |
33 |
|
Lapon
Rose 33 |
|
5/27/2017 |
|
165879 |
|
NMC1146659 |
34 |
|
Lapon
Rose 34 |
|
5/27/2017 |
|
165880 |
|
NMC1146660 |
35 |
|
Lapon
Rose 35 |
|
5/27/2017 |
|
165881 |
|
NMC1146661 |
36 |
|
Lapon
Rose 36 |
|
5/27/2017 |
|
165882 |
|
NMC1146662 |
37 |
|
Lapon
Rose 37 |
|
5/27/2017 |
|
165883 |
|
NMC1146663 |
|
|
|
|
|
|
County |
|
BLM |
# |
|
Claim
Name |
|
Location
Date |
|
Document
No. |
|
Legacy
Serial No. |
38 |
|
Lapon
Rose 38 |
|
5/27/2017 |
|
165884 |
|
NMC1146664 |
39 |
|
Lapon
Rose 39 |
|
5/27/2017 |
|
165885 |
|
NMC1146665 |
40 |
|
Lapon
Rose 40 |
|
5/27/2017 |
|
165886 |
|
NMC1146666 |
41 |
|
Lapon
Rose 41 |
|
5/27/2017 |
|
165887 |
|
NMC1146667 |
42 |
|
Lapon
Rose 42 |
|
5/27/2017 |
|
165888 |
|
NMC1146668 |
43 |
|
Lapon
Rose 43 |
|
5/27/2017 |
|
165889 |
|
NMC1146669 |
44 |
|
Lapon
Rose 44 |
|
5/27/2017 |
|
165890 |
|
NMC1146670 |
45 |
|
Lapon
Rose 45 |
|
5/27/2017 |
|
165891 |
|
NMC1146671 |
46 |
|
Lapon
Rose 46 |
|
5/27/2017 |
|
165892 |
|
NMC1146672 |
47 |
|
Lapon
Rose 47 |
|
5/27/2017 |
|
165893 |
|
NMC1146673 |
48 |
|
Lapon
Rose 48 |
|
5/27/2017 |
|
165894 |
|
NMC1146674 |
49 |
|
Lapon
Rose 49 |
|
5/27/2017 |
|
165895 |
|
NMC1146675 |
50 |
|
Lapon
Rose 50 |
|
5/27/2017 |
|
165896 |
|
NMC1146676 |
51 |
|
Lapon
Rose 51 |
|
5/19/2017 |
|
165897 |
|
NMC1146677 |
52 |
|
Lapon
Rose 52 |
|
5/19/2017 |
|
165898 |
|
NMC1146678 |
53 |
|
Lapon
Rose 53 |
|
5/19/2017 |
|
165899 |
|
NMC1146679 |
54 |
|
Lapon
Rose 54 |
|
5/19/2017 |
|
165900 |
|
NMC1146680 |
55 |
|
Lapon
Rose 55 |
|
5/19/2017 |
|
165901 |
|
NMC1146681 |
56 |
|
Lapon
Rose 56 |
|
5/19/2017 |
|
165902 |
|
NMC1146682 |
57 |
|
Lapon
Rose 57 |
|
5/19/2017 |
|
165903 |
|
NMC1146683 |
58 |
|
Lapon
Rose 58 |
|
5/19/2017 |
|
165904 |
|
NMC1146684 |
59 |
|
Lapon
Rose 59 |
|
5/28/2017 |
|
165905 |
|
NMC1146685 |
60 |
|
Lapon
Rose 60 |
|
5/28/2017 |
|
165906 |
|
NMC1146686 |
Total
of sixty (60) unpatented lode mining claims.
[End
of Exhibit A-2]
[End
of Exhibit A]
Exhibit
C
Form
of Sleeper Royalty ROFR Waiver
WAIVER
OF PREEMPTIVE RIGHT
TO: |
James
A. Jorgensen and Karen L. Jorgensen Family Trust U/A dATED September 29, 2011 |
|
|
AND
TO: |
DONNA
R. HARTMANN |
|
|
AND
TO: |
Nevada
Canyon LLC |
|
|
FROM: |
WALKER
RIVER RESOURCES LLC |
|
|
RE:
|
WAIVER
OF PREEMPTIVE RIGHT UNDER SECTION 8 OF Mining Lease with Option to Purchase dated March 1, 2013 |
|
A. |
Walker
River Resources LLC, a Nevada limited liability company (“Walker River”), is the owner of the thirty-six (36)
unpatented lode mining claims identified as the Sleeper 1 through 36 claims situated in Mineral County, Nevada (the “Sleeper
Claims”). |
|
|
|
|
B. |
The
Sleeper Claims are subject to a production royalty (the “Sleeper Royalty”) in the amount of one percent (1%) of
the net smelter returns on the claims, which was created under that certain Mining Lease with Option to Purchase dated March 1, 2013
(the “Sleeper Lease”), concerning the Sleeper Claims. The royalty holder rights to the Sleeper Royalty are currently
held by the James A. Jorgensen and Karen L. Jorgensen Family Trust U/A dated September 29, 2011 (the “Jorgensen Family Trust”),
and Donna R. Hartmann (“Donna Hartman”; Donna Hartman and the Jorgensen Family Trust are collectively referred
to as the “Sleeper Royalty Holders”). |
|
|
|
|
C. |
Walker
River currently holds a right of first refusal on the Sleeper Royalty in accordance with Section 8 of the Sleeper Lease (the “Walker
River ROFR”). |
|
|
|
|
D. |
Walker
River has received written notice from the Sleeper Royalty Holders of their intention to sell (the “Transaction”)
all of their right, title, and interest in and to the Sleeper Royalty to Nevada Canyon LLC, a Nevada limited liability company (“Nevada
Canyon”), thereby triggering the Walker River ROFR. |
|
|
|
|
E. |
Walker
River has agreed to waive the Walker River ROFR with respect to the sale of the Sleeper Royalty to Nevada Canyon. |
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Walker River hereby
irrevocably and unconditionally waives the Walker River ROFR and any other rights under Section 8 of the Sleeper Lease withs respect
to the Transaction.
DATED
the ____ day of May, 2024. |
WALKER RIVER RESOURCES LLC,
a Nevada limited liability company. |
|
|
|
|
By: |
|
|
Name: |
Michel
David |
|
Title: |
Manager |
Exhibit
99.1
|
5655
Riggins Court, Suite 15
Reno,
NV 89502
Tel
: 888-909-5548
Fax
: 888-909-1033 |
Trading
Symbol OTCMKTS: NGLD
NEWS
RELEASE
NEVADA
CANYON SIGNS LAPON CANYON ROYALTY AGREEMENT
Reno,
Nevada. May 28, 2024, Nevada Canyon Gold Corp. (OTC Markets: NGLD) (The “Company” or “Nevada Canyon”) is
pleased to announce it has signed, through its wholly owned subsidiary, Nevada Canyon, LLC, a binding Purchase Agreement (the “Agreement”)
to acquire a 2% net smelter returns royalty (“NSR”) on the Lapon Canyon Project, (the “Project”)
located in Mineral County, Nevada.
Nevada
Canyon will acquire a 2% NSR on the Project from Walker River Resources, LLC, a wholly owned subsidiary of Walker River Resources Corp.
(“Walker River”) Walker River owns a 100% undivided interest in the Project, consisting of 96 unpatented lode mining
claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker
Lane gold trend. Nevada Canyon previously acquired an additional 1% NSR from two individual third party royalty holders on the Sleeper
36 claim group, the forms part of the Project.
Lapon
Canyon hosts historical, high grade gold mining with approximately 2,000 feet of underground workings in three adits. Historical underground
work returned numerous assay values in the one-ounce-per-ton range. (NI 43-101, Montgomery and Barr, 2004). The Project is easily accessible
by secondary state roads from the main highway (25 kilometres), and is located approximately 60 kilometres southeast of Yerington, Nevada.
A state power grid transmission line passes within three kilometres of the Project.
Walker
River has completed considerable exploration work to date, with numerous drill hole intercepts that have indicated significant gold mineralization.
The drill programs at Lapon Canyon will consist of definition and systematic drilling on section for geological modelling purposes, exploration
drilling to discover new gold mineralization, extension of known gold mineralization, in several directions, including at depth. The
results from these drill programs and subsequent data compilation will enable the completion of an initial compliant mineral resource
on the Project.
Nevada
Canyon will acquire the 2.0-% NSR on the Lapon Canyon Project for total consideration of USD $300,000 cash.
“This
adds another outstanding Nevada royalty with significant upside,” said Nevada Canyon President and CEO, Alan Day, “The
additional Lapon Canyon royalty interests increases our growing royalty portfolio and with all Nevada Canyon royalty purchases, it offers
excellent leverage to gold prices.”
About
Nevada Canyon Gold Corp.
Nevada
Canyon Gold Corp. is a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position
and royalties in multiple projects, within some of Nevada’s highest-grade historical mining districts, offering year-round access
and good infrastructure in proven and active mining districts. The Company has a three-fold business model; i) mineral royalty creation
and acquisition; ii) precious-metals and exploration streaming; and iii) exploration project accelerator.
For
further information please contact:
Corporate
Communications
Larry
Heuchert
Tel:
1-888-909-5548 Ext. 2
Email:
ir@nevadacanyongold.com
Web:
www.nevadacanyongold.com
Forward-Looking
Statements
The
information posted in this release may contain forward-looking statements. The statements contained in this press release that are not
purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify these statements by use of the words “may,” “will,” “should,”
“plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,”
“intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results
to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic
and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods
of exploration, delays in completing various engineering and exploration programs, and any potential results from such programs. Specifically,
forward-looking statements in this news release include statements with respect to the potential mineralization and geological merits
of the Company properties and various other factors beyond the Nevada Canyon Gold Corp.’s control. The Company’s actual results
could differ materially from those discussed in this press release. The Company disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation.
Investors are advised to carefully review the reports and documents that Nevada Canyon Gold Corp. files from time to time with the SEC,
including its Annual Form 10K for the fiscal year ended December 31, 2023, Quarterly Reports and Current Reports.
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